Code Help
by INSAGNIA
Summary: While trying to rescue Grandpa Max, Ben gets sucked into an inter-dimensional portal and lands in the world of Lyoko. He wants to find a way back home, but XANA has other plans for him. Will Ben help the Lyoko Warriors? Will he ever get back home to Bellwood?
1. The Trouble Begins

Well, here is the new cross-over that I am currently making. I hope you all like it.

(Ben 10: Alien Force, Season 1 Episode 6: 'Max Out')

"No, but without the focusing lens, this thing will do a pretty good imitation of a hand grenade. I figured it would take out half a mile," said Grandpa Max.

"You wouldn't dare! You would be destroyed, and your offspring," said the High-breed Commander.

"Gwen, throw an energy field around you and the boys and… and be a good girl," said Grandpa Max, while smiling at her.

"Grandpa Max, no please!" yells Ben.

"Sorry Ben, it's the only way to make sure they can't do to the rest of the world what they did to Ken. You'll have to take it from here. I know you can do it! I believe in you. In all of you," says Grandpa Max, smiling.

"Grandpa, no!" screamed Ben, as Grandpa Max pressed the button, and everything went black. 'So, this is how it feels like to be dead,' thought Ben. 'Wait. Dead things can't think? Can they?' He slowly opened his eyes, and saw that he was standing in the middle of what seemed to be a desert. He looked down, and notices that instead of sand, the floor seemed to be of a hard, sand-like surface. Then, he jumped. "What the…" he said. He was surprised because he saw a giant red, disk, on four legs fire at him. He turned, and started running. Up ahead, Ben saw a glowing white tower, and decided to enter. Once he reached it, he saw no apparent door. He placed his hand on it, wondering how he would enter to avoid the 'alien', when he went through the wall. Once inside, he fell on all fours.

"_PRIMUS CONNECTION SEVERED. SWITCHING TO BACK-UP DNA STORAGE," _said the Omnitrix.

"Hello? Omnitrix, is that you? Again? Hello?" asked Ben. Just like before, he gets no response. "I wonder where I am. Or how long I'm going to stay." Ben looks at the Omnitrix. "I wish this thing could tell time," he commented. Then, the tower shook. "What…?" asked Ben. He went outside, and saw two large bowling balls open, and fire at him. He dodged, looked at the Omnitrix, dialed in Swampfire, and slammed it down. After a flash of green light, Ben stood as a slightly tall, green humanoid alien. "Swampfire," he yelled. "Now, let's have some fun with you." he said. At that moment, a blade was sticking out of his chest. "Hey! That tickles! Cut it out!" he said, and sent a ball of fire behind him.

"So, XANA, you created a new monster. This one is uglier than your creepers," said the giant purple cat.

"Did you just see that? It changed its form. XANA is indeed getting more and more strong," said the girl with pink hair.

"Who… who is XANA?" said Ben.

"He is trying to trick us. Jeremie, what do we do?" asked the guy with the twin blades.

"If it's a monster from XANA, then you need to destroy it," said a voice, which Ben suspected was Jeremie.

"I'm on it!" said the giant purple cat. "Laser Arrow!" he yelled. As he fired, his arrows just went through Ben. "Jeremie, my arrows had no effect on it!" Ben fires a ball of fire at the cat, destroying him immediately.

"It devirtualized Odd! Get it!" said the girl with short, black hair. When she finished speaking, some fans appeared out of nowhere, and she threw them at Ben. But the fans did absolutely nothing. Ben did the same as Odd, and devirtualized her.

"Impact!" said the guy with twin blades. Like before, no effect. Ben grabbed one of the blades sticking out of his chest, and impaled his attacker. Like Odd and the girl, he disappeared in a weird way, with thousands of data cubes floating around the avatar.

"Energy Field!" yelled the pink haired girl. Ben was hit this time, and he fell on his knees. When the girl slowly walked in front of him, the Omnitrix timed out, and revealed a 16 y/o boy in a black t-shirt, green leather jacket, navy-blue jeans and white sneakers. "Jeremie? Did you see this? He doesn't seem to be one of XANA's monsters. I think… I think that he was virtualized via the scanners," she said.

"But how? We were here when he appeared, and in that time, no one was in the scanner room," said Jeremie. On Lyoko, it seemed that Ben was unconscious on the floor.

"Wait, he just muttered something. 'High-breed, Grandpa Max, DNAliens.' What do you think, Jeremie?" asked the girl.

"I have no idea. For now, I will try to bring him to Earth. Can you take him to the way tower? I'm going to use Code Earth to bring him in," said Jeremie. The pink hared girl took Ben to the nearest tower, which wasn't far. As the girl placed Ben on the middle of the platform, Jeremie activated the program for the first time in over a year. "Ok. I'm ready. Code: Earth!" said Jeremie. "Aelita, I'm bringing you in, too," mentioned Jeremie. Several minutes later, after having to make some adjustments to Ben's materialization code, the scanners door opened, and revealed Ben for the first time. Immediately, Ben woke up from his short sleep. In an instant, his hand was hovering over the Omnitrix.

"Hey! Calm down. We are friends! My name is Jeremie Belpois," said a boy with blonde hair and glasses. "This is Aelita Stones," he motioned towards the girl with pink hair, "Yumi Ishiyama," he said to the Japanese girl. "Odd Della Robbia." The boy with a purple outfit. "And Ulrich Stern." He pointed to the guy with black hair and green jacket. "Who are you, if we may ask?" asked Jeremie.

"I'm Ben. Ben Tennyson. Where am I?" he asked Aelita.

"You are in a laboratory. Better said, inside an abandoned factory," said Jeremie.

"But how did I get here? A moment ago, I was in Bellwood," commented Ben.

"Bellwood! As in Bellwood, Illinois, USA." said Ben.

"You must be mistaken, Ben. Because we are in France. Ben, what do you remember?" asked Jeremie.

"I… I found the secret hiding place of the DNAliens and their High-Breed Commander. They had taken my cousin, Ken, hostage. They tried to turn Ken into one of them. But the Omnitrix detected a genetic code error. Then, Ken's DNA was fixed. I later found my Grandpa Max fighting the High-Breed Commander. He told Gwen, my other cousin, to place a force field around me and Kevin. Then, he separated the focusing lens from a Null Void Projector. It acted as a hand grenade and apparently wiped out a half-mile radius. After that, I woke up in the desert. But my grandpa sacrificed himself to save the planet," finished Ben. Everyone stood in silence, trying to take in what Ben had just told the gang.

"One question. What is an Omnitrix?" asked Yumi.

"This," said Ben, showing the gang his watch.

"You call your watch 'The Omnitrix'?" asked Odd.

"_DNA BACK-UP STORAGE ENABLED. ALL ALIEN TRANSFORMATIONS FUNCTIONAL." _said the Omnitrix suddenly.

"Isn't that the thing you used on Lyoko?" asked Aelita.

"Yeah. It is. What is a Lieoko?" asked Ben.

"L-Y-O-K-O. A virtual world in which you just were. It is hosted by a Quantum Physics/Particle Structure Supercomputer. We go there to fight an Artificial Intelligence named XANA which is devoted on taking over Earth and enslaving all of mankind," said Jeremie.

"So, the Omnitrix. What does it do?" asked Odd.

"It gives me the ability to literally transform into thousands of alien species all over the universe. What you saw me turn to was a Methanosian, which I like to call Swampfire. But, at the moment, I only have access to 10 alien species," replied Ben.

"Do you mind if I take a look at it?" asked Jeremie.

"Um… no. Not at all." replied Ben. As Jeremie went upstairs to start a scan, ben got into the scanner that he just came out of. After several minutes of running dozens of scans to the Omnitrix, Jeremie told Ben that he had what he needed for the moment. When Ben got up to the lab, on the screen of a large computer were images of his alien transformations.

"This is technology beyond what we have here in Earth. Who made this watch?" asked Jeremie.

"Azmuth. He is a Galvin. His race is the smartest in almost 5 galaxies. Jeremie, earlier, the Omnitrix mentioned something about Primus. Did your scan on the Omnitrix reveal something? " answered Ben.

"It shows me that Primus is a Databank shelf for the Omnitrix. Primus is a planet where your entire alien's DNA is stored," said Jeremie.

"Azmuth? Another alien? How many aliens are there?" asked Ulrich.

"How many individual aliens or how many species of aliens?" asked Ben.

"Species," answered Ulrich back.

"Millions, as far as I am aware of," said Ben. The others stared in awe as Ben gave Ulrich his answer.

"Hey, Ben, can you turn into these aliens right now?" asked Odd.

"Of course I can. Like I said, I only have access to only 10 alien species," said Ben.

"Can you name them?" asked Aelita.

"Their actual species name, no. but the nick names I give them, yes. I have Swampfire, Echo-Echo, Goop, Brainstorm, Humungosaur, Alien X, Spidermonkey, Chromasome, Bigchill and Jetray." said Ben. "All I know is that Swampfire is a Methanosian. And Spidermonkey is an Arachnachimp."

"Brainstorm. Is he smart?" asked Jeremie.

"Yes," said Ben.

"Perhaps with that transformation you can help me and Aelita to come up with a way to free William from XANA," said Jeremie.

"William? You didn't mention him before," commented Ben.

"William was taken prisoner of XANA some time ago. Ever since, we have been trying to free him from XANA's clutches. He tried to play the tough one on his very first mission, so XANA took advantage of his weakness and possessed him. I'm not saying that he deserved it, but he sort of did for not listening." said Ulrich.

"Ulrich! Don't say that! Like it or not, William is a Lyoko Warrior." said Yumi. With that, Ulrich headed towards the elevator and left.

"Sorry, Ben. But Ulrich and William have been rivals ever since William started attending school here. But both also have a crush on Yumi. And Yumi has a crush on Ulrich, but both won't admit it!" said Odd quickly. Yumi blushed, walked over to Odd, and punched him on the shoulder. "Oww."

"Ulrich and I are just good friends, that's all," she said. At that moment, her phone rang. "Hello? Hi, mom. Yeah. Ok. Bye." She hung up. "Sorry, guys. I have to go and babysit my little brother. Bye," said Yumi.

"Bye." everyone said. "So, Ben, are you going to go home now?" asked Aelita.

"Yeah. I think I will. Let me warn Gwen first," said Ben. He moved the Omnitrix's dial for a bit, and then started talking. "Gwen, can you hear me? Gwen?" Ben got no answer. "Gwen, are you there? Gwen, can you answer me?"

"Forgot to pay your phone bill?" asked Odd.

"No. Something is wrong. I need to go back to Bellwood." After he finished talking, he dialed an alien on the Omnitrix, and slapped it down. "Jetray! Uh, where's the exit?" Jeremie pointed towards a hole to the roof. "Thanks," said Jetray, and he flew off, leaving a green afterglow behind.

"That is awesome!" yelled Odd! All of them agreed with Odd. _Beep, Beep, Beep, Beep. _The super scan had detected an activated tower. Jeremie ran to his computer.

"Activated tower in the Ice Sector. Call Yumi and tell her to leave Hiroki. Ulrich, too. We might need them," said Jeremie. Aelita went straight for the scanner room. "_TRANSFER: AELITA. SCANNER: AELITA. VIRTUALIZATION!"_ As soon as she landed, a Blok fired at her. "Aelita, you just lost 30 life points. Please, be more careful." said Jeremie. "Odd, did you manage to talk to them?"

"Yumi, yes. But not Ulrich. I think he's sulking again," said Odd.

"Wow, that guy sure can pick a wrong day to sulk," said Jeremie. "Anyways, go to Lyoko. Aelita needs you now. I'll send you Yumi as soon as she arrives. I'll deal with Ulrich." Odd nodded his head, and went downstairs via the ladders. "_TRANSFER: ODD. SCANNER: ODD. VIRTUALIZATION."_ The warning page appeared on the screen. "Odd! Can you hear me? Odd. There was a bug during the transfer. I'll try to figure out what the problem is."

"OK. Jeremie, give me the coordinates to Aelita," said Odd.

"Uh, 57 degrees North. And hurry up, she needs you. Yumi should be arriving any minute now." As Jeremie tried to figure out what the problem was, the elevator door opened. "Yumi, Odd and Aelita need you on… Ben? What are you doing here? I thought you went back home."

"I did, but I didn't. No one I know was there. It's as if they didn't exist anymore, or as if they never lived in Bellwood. I don't know what is going on here."

"Anyways, as I just told you, Odd and Aelita need help. Do you want to go back to Lyoko? It's your call," said Jeremie. Ben took a while to think it over.

"Sure. I have nothing better to do now."

"Great. Go back to the scanner room, and I'll send you back to Lyoko," said Jeremie. Ben took the elevator downstairs.

"Jeremie, what do I do now?"

"Get inside one of the cabins. I'll do the rest," said Jeremie. Ben got inside a scanner, and the doors closed. "_TRANSFER: BEN. SCANNER: BEN. VIRTUALIZATION."_ When Ben appeared onto Lyoko, he had no special outfit. His clothes had also been virtualized, so he looked just like he does on Earth.

"_This IS AWESOME! What do I do now?" asked Ben._

"Find Odd and Aelita. After that, destroy the monsters."

"OK. Got it." Ben started running in the direction of the activated tower.

"_UNKNOWN ALIEN PRESENCES DETECTED. COMMENCE SCAN?" _asked the Omnitrix.

"Alien? Jeremie, did you hear that?" asked Ben.

"Yes, Ben. I heard that. I think that your Omnitrix is referring to XANA as the alien presence. Tell it to do that scan," said Jeremie.

"OK. Omnitrix, start scan," said Ben. The Omnitrix opened up, and sent wave after wave of pure green energy rings around the Ice sector.

"_NEW ALIEN LIFE FORMS DETECTED. SCAN HUMAN DNA?"_

"Human? Jeremie, it said human. A moment ago, it was alien presence. Now it's human. What do I do? It's your computer," said Ben. On Earth, a new window opened on the computer screen and showed Jeremie the results of the Omnitrix's scan. Jeremie seemed amazed.

"It's… its Franz Hopper. Ben, your Omnitrix detected the life force of Franz Hopper, the creator of Lyoko. Do it. If I'm right, I'll be able to rematerialize him. Ben, did you hear me? Ben?" A new window appeared on Jeremie's screen. "Oh, no. Odd, change of plans. The Scyphozoa has captured Ben. If XANA gets full control over the Omnitrix, we are done for."

"And is that a bad thing? I'm kidding, I know it's bad. But I still have to get Aelita to the tower," said Odd.

"Forget the tower, Ben needs us, and I don't think he wants XANA to have control over the Omnitrix, do we?" asked Jeremie.

"Uh, I don't think so?" asked Odd.

"ODD! Of course not. Now, get moving. XANA has almost gotten control of Ben," said Jeremie. Odd and Aelita started running towards Ben's location.

"LET GO OF OUR FRIEND RIGHT NOW, YOU UGLY JELLYFISH!" yelled Odd. When the Scyphozoa did not comply, it seemed as if Odd snapped. He started to glow a dark purple, and he started screaming in pain. Aelita stepped away in fright. When the glow died down, Odd was about foot and a half taller, his outfit was a very dark purple, his hair was sleek and pulled down, his tail and cat ears had disappeared. He seemed more, powerful. "Whoa! What just happened to me?" asked Odd. On Jeremie's screen, lines of code were showing him something amazing.

"Odd, you just unlocked a new ability. This is called Berzerk Mode, and you can all do it. But it requires different methods for unlocking. Odd, you have almost 500 Life Points. And the damage done from your arrows is more than double," said Jeremie in awe. "You, you are amazing!"

"I know I am. Now watch this! Torrent of Blows!" Odd fired dozens of times at the Scyphozoa, and the monster was forced to release Ben. Ben got up, a little groggily, but there was something a little off from him. His eyes were glowing pink for a bit, and then they went to their natural green color.

"Ben, are you alright? Your eyes were glowing pink," asked Aelita.

"Pink, huh? Like Aelita? Are you into her?" asked Odd.

"ODD!" yelled Ben, Aelita and Jeremie. Aelita, even on Lyoko, her virtual avatar started blushing.

"Umm, I think that we should go and deactivate that tower," said Aelita. She walked over to the tower, easily destroyed the last Blok, and entered the tower. A minute later, the tower went from red to white.

"Can all of you do that, or only just her?" asked Ben to Odd.

"Nah. Only Aelita can stop the attacks XNA launches on Earth," responded Odd.

"Well, guys, since we have no idea what XANA did, I think that we have to launch a return to the past, right?" said Jeremie. "Return to the Past now!" There was that all too familiar flash of white light, and they were all back to the moment Ben first came out of the scanner. "Ben, since we are here again, you don't mind if I run another scan on you?" Ben got back into the scanner for the third time that day, while Jeremie went back upstairs to start his scan. After a half hour, ben got out of the scanner, and Jeremie seemed to get what he wanted to get. "Ben, I know why you can't find your relatives in Bellwood. The thing is, you're not from this universe. This computer can bend space and time, but in all of the Return in Times, it has never scanned your DNA. You see, the moment you appeared on Lyoko, the computer had problems with the data flux and the Return in Time program. With the data flux having problems, Lyoko could open an intra-dimensional, portal, and it seemed to suck you in at the moment that Null-Void projector blew…"

"OK, Einstein. In English?" said Odd.

"To make a long story short, Ben doesn't belong here. We need to find a way to send him back" finished Jeremie.

"How long do you thing it may take?" asked Aelita.

"I have no idea. But I will start on it right now," said Jeremie. "Meanwhile, why don't we make Ben feel comfortable here?"

"Wait. I'm going to live here?" asked Ben.

"Yeah. We can't enroll you at Kadic if you're just going to disappear in who knows how long of a time." said Jeremie.

"Well, let's go get Ben something to do meanwhile." said Yumi. They had all agreed to all contribute to get something to get Ben comfortable for him to live there. Yumi would bring a spare bed, Odd would eventually bring Kiwi, Ulrich some comic books, Aelita some music, and Jeremie some books for him to study.

"Thanks for all you are doing for me. I don't know how to repay you guys." said Ben.

"You don't have to mention it. You are now our friend, and friends help each other. Besides, we will always be there for you." said Ulrich.

"Thanks, guys," said Ben.

Well, this is what I have for now. In the next chapter, Gwen and Kevin will be searching for Ben. If you guys have any other ideas, just PM me.


	2. Start of a search

Well, here is the new cross-over that I am currently making. I hope you all like it.

(Ben 10: Alien Force, Season 1 Episode 6: 'Max Out')

"No, but without the focusing lens, this thing will do a pretty good imitation of a hand grenade. I figured it would take out half a mile," said Grandpa Max.

"You wouldn't dare! You would be destroyed, and your offspring," said the High-Breed Commander.

"Gwen, throw an energy field around you and the boys and… and be a good girl," said Grandpa Max, while smiling at her.

"Grandpa Max, no please!" yells Ben.

"Sorry Ben, it's the only way to make sure they can't do to the rest of the world what they did to Ken. You'll have to take it from here. I know you can do it! I believe in you. In all of you," says Grandpa Max, smiling.

"Grandpa, no!" screamed Ben, as Grandpa Max pressed the button, and everything went momentarily black. As the smoke drifted aside, Gwen released the protective shield covering all of them.

"Uh, Gwen. Where's Ben?" asked Kevin.

"Wasn't he just here? Where did he go?" asked Gwen.

"That's what I just asked you!" exclaimed Kevin. Both started looking around the wreckage for Ben, while calling out his name. "Gwen, do you think Ben went with…"

"NO! Please, no. I don't want to think about it. Ben and Grandpa Max. Gone?" she asked herself.

"Ben couldn't have gone far, right?" asked Ken. "If he still is here, he should be close."

"Knowing Ben, he could easily be far by now with Jetray as his form," said Kevin.

"I'll try to look for him be his manna. He left it everywhere during the battle," said Gwen.

"And I'll use the badge to locate the Omnitrix's location," said Kevin. The three of them, Kevin, Gwen and Ken were searching for Ben in a radius of the entire city. They later reunited several hours later to tell of their search. "I found nothing."

"Same," said Gwen and Ken simultaneously. "Where could he have gone to?" said Gwen.

"Let's continue searching in the morning. It's getting very late and I'm tired," said Kevin.

"NO!" yelled Gwen. "We will search for Ben until we find him."

"Hey, sis. We will find Cousin Ben, just not today," reassures Ken. Gwen stares at both Ken and Kevin, and finally submits.

"Fine. We'll start searching again in the morning." says Gwen. As Kevin drives the two home, none of them wanted to speak of what just happened. "How am I supposed to explain this to my Aunt Sandra?" asked Gwen.

"Just tell them the truth. 'Oh, Aunt, Uncle, Ben and I were fighting aliens and he suddenly disappeared'," said Kevin in a shrill voice. Gwen punched him in the shoulder. Ken started laughing. "Oww. That hurt."

"It better have hurt. I just don't know what to do now without Ben. He was, _is_, the leader of our group. He always knows what to do, even if things are looking gloomy. Both Grandpa Max and Ben are gone now." said Gwen. The rest of the ride went on in silence as Gwen started crying. By the time Kevin arrived at Gwen's and Ken's home, Gwen had cried herself to sleep.

"Don't bother. I'll carry her," said Kevin when he saw Ken try to drag her out of the car seat.

"Oh, dear. What happened here?" asked Natalie, Gwen's and Ken's mom.

"Uh, should I give the bad news, or you?" asked Kevin. All Ken did was nod at him. "Well, Mrs. Tennyson, Gwen here cried herself to sleep because… because… Ben went missing," he finally said.

"No! How? When did this happen? Do you know where he went?" asked Mrs. Tennyson, as Mr. Tennyson came out.

"Well, the three of us, Ben, Gwen and I are, well, we're alien fighters. Today, we went searching for Ken in - and we found out that the DNAliens, the aliens that we fight, had kidnapped Ken to use him as bait. It worked. But the bait wasn't for us. It was for Max. Max had also showed up to rescue Ken. When we found out that the Highbreed had plans to take over the world, he decided that the hatchery had to go. What he used was a Null Void Projector. It opens a portal to an extra-dimensional world where all the bad aliens are banished to. Well, that's not what happened. Max removed the focusing lens from the projectile. When the device was activated, the whole place exploded. Max sacrificed himself to save the world. At the time of the explosion, Ben had disappeared. The three of us tried to track him down. It was no use. We did everything. I used my badge, Gwen her powers, nothing. Ben, he's gone. I don't know where to. It's like as if he had never existed," explained Kevin. When he had finished, Mr. and Mrs. Tennyson were in tears, as well as Kevin and Ken. "I think I'll go over and explain this to Ben's parents. Goodbye." With that, Kevin walked out of the house, got in his car, but didn't leave. "Ben," Kevin said to himself. "I don't know where you are, but I swear that one day, I will find you, and I will bring you back." He started the engine, and drove off to Ben's home. It took him a while to get out of his car, and he explained what had happened to Ben's parents. They were both in tears when he finished his story. With that, Kevin got back in his car and drove off to his garage.

The next morning, Gwen walked into Kevin's garage, and found him sleeping under his car, with a wrench in his hand. Gwen used her energy to pull him out and woke him up. "Huh? What's going on here?" Kevin asked, dazed. Gwen just stared at him with a concerned look on her face. "Oh, right. Ben." At that moment, a green light bursted from the back of the garage. Kevin jumped up, and the light died down. In its place was Azmuth.

"Where is Benjamin Kirby Tennyson?" Azmuth asked, a little angry.

"We don't know," responded Gwen.

"Well, then. Go and get him. The Omnitrix is in grave danger," said Azmuth.

"Ben is missing. Not even my plumbers badge can locate him," said Kevin.

"Oh dear. I knew something was wrong, but not as serious as this. You see, the connection between Primus and the Omnimatrix has been cut." started Azmuth.

"Primus. What's that?" asked Kevin.

"Primus is an artificial planet that has the Codon Stream. It is also the home database for all of the Omnitrix's transformations and recharge base. No Primus, no Omnitrix. If the ties are severed, the Omnitrix will go into a backup drive. This only gives Ben temporary access to the alien transformations he already has stored in the Omnitrix. Soon enough, the saved DNA in the Omnitrix will corrupt, and soon, the Omnitrix in that state will be useless. Once that happens, the Omnimatrix will go into SDM." explained Azmuth.

"SDM. Self-Destruct Mode!" said Kevin. "We have to find Ben. Now!"

"Not so fast. How do you plan on finding Ben if your so called badge can't locate my Omnitrix?" asked Azmuth.

"Good thinking. Is there anything you can do to help us?" asked Gwen.

"There is. I could lend you my new Omnitrix. It is still in massive construction, but it may work," said Azmuth.

"New Omnitrix? Gimme, gimme, gimme!" said Kevin. Azmuth gave Kevin a disgusted look.

"The new Omnitrix is yet not completed. And I do not trust you. As I recall, last time you wanted the Omnitrix, you recalibrated it and short-timed it," said Azmuth. "Therefore, I am giving it to Gwen. Both Omnitrix's are connected. No matter where it is, they will always want to be together. You may feel lightheaded when the Omnitrix times out. It is because, as I have already mentioned, not completed." When Azmuth stopped speaking, the new Omnitrix appeared in his hands. "Gwen Tennyson, can I trust you with this Omnitrix?" Gwen had little time to answer. She wanted to find Ben, but she had never had the Omnitrix herself. She didn't know how to use it. But she had already made up her mind.

"Yes." she said. With that, Azmuth gave her the Omnitrix. Gwen placed it upon her right wrist, and it attached itself to her. It started blinking blue, and after a moment, it was a solid green.

"It is complete. Now you and only you can have access to the Omnitrix. I trust you will find Ben and get the Omnitrix back safely." With his final words said, Azmuth disappeared in the same flash of green light in which he had appeared in. As Gwen stared at the Omnitrix on her wrist, it activated on its own. Showing on a holo-map, there seemed to be some coordinates on it.

"Ben must be there. It's off planet. You have a ship or something?" asked Gwen.

"Nope. But I think I know someone who may or may not have one," said Kevin. They both got back in his car, and started driving off east of their current location. Meanwhile, during the drive, Gwen was trying to figure out how to use the new Omnitrix, which had begun a slight beeping.

"_INCOMING MESSAGE FROM GALVIN PRIME" _said the Omnitrix. A light came from the Omnitrix, and it showed a hologram of Azmuth.

"Gwen, I forgot to tell you that the Omnitrix is highly unstable. You cannot use it for more than two earth hours a day. Otherwise, it may also go into SDM." said the hologram Azmuth.

"Geez, couldn't you have said that before I agreed to wear the Omnitrix? Is there anything else you forgot to tell me?" asked Gwen. Azmuth seemed to think for a while.

"No. Nothing comes to mind right now. I'll tell you if there is anything left. If I remember." With that, the communication was over.

"Great. How are we going to find Ben if we can only use this thing two hours daily?" asked Kevin.

"We could get other people to help us on our search." said Gwen.

"Oh, yea? Like who?" Kevin asked her.

"Well, um, there's Alan who helped us against those DNAliens back in that town. Also, there's Cooper. A kid Ben and I met back when we were kids."

"Cooper? Short, fat kid? I know him. Great with earth and alien tech. He could come in handy on this expedition trip," Kevin said. While Kevin contacted Cooper, Gwen got out of the car to figure out the Omnitrix. It didn't take her long. It was exactly the same as the one Ben got back when they were ten. And since Ben taught her how to use it, she didn't have much to figure out. When she checked the aliens that she had available, it was just the original twelve that Ben first had. Heatblast, Wildmutt, Diamondhead, XLR8, Fourarms, Ghostfreak, Ditto, Cannonbolt, Upgrade, Ripjaws, Greymatter and Stinkfly. And since she had seen Ben hundreds of times using the Omnitrix, she had a moderate theory of how to control each life form. "Gwen, Cooper is in. So is Alan." said Kevin.

"Good. Now, let's go and find Ben," said Gwen.


	3. A New Problem

_THE LAST CHAPTER MAY HAVE BEEN A BIT OFF, BUT I DECIDED TO BRING IN THE OMNITRIX FROM THE OMNIVERSE SERIES. LATER YOU WILL ALL UNDERSTAND. _

It has been almost a week since he arrived here, and he still hadn't gotten used to the idea that his parents and friends probably didn't exist here. Jeremie had shown him how to start the timed virtualization, if he wanted to go to Lyoko and have a bit of fun, blowing up some monsters. Also, Jeremie had taught ben some of the simpler features of the computer, in case he ever wanted to use it. Right now, he was as Big Chill, in the Ice sector, freezing some Megatanks. As Big Chill, the Scyphozoa couldn't touch him, because Ben can turn intangible, and XANA now knew this. The Scyphozoa's tentacles just went through him. At points when he was having fun, William showed up, but Ben has never been defeated by him yet. So it's 4-0 Ben. During this week, XANA hasn't attacked, so all was quiet. But it bothered Jeremie. He didn't know what XANA was doing freely in the Internet. When Ben finished off all the Megatanks XANA had sent at him, a tower near him activated. At that moment, several Tarantulas and William showed up. Ben tried to hide, but William spotted him. William's blade appeared, and aimed it at Ben. "Attack!" yelled William. All the Tarantulas got up, and started firing. Ben simply turned intangible.

"William. Or XANA. I still get confused. Let's see. Six to one. Let's make that six to fifty!" Ben turned solid for a mere second, and reached up to the Omnitrix symbol on his chest, and pressed it. There was the flash of green light. "Echo-Echo!" At once, Ben surrounded William and the Tarantulas. "Wall of Sound!" He blasted a wall of pure sound which instantly destroyed the Tarantulas, but not William. The sonic wave had no effect on him. "Immune to it, huh? How about…" he came back to just one, and again pressed the symbol, "Humungasaur!" Ben yelled. William seemed impressed rather than scared by what he saw. Ben threw down his tail and fists, smashing the ice around him and William. The ice broke, and Ben fell. William fell along with him. Ben reacted quickly and transformed into Jetray. William had no time and fell into the Digital Sea. He went back up, and waited for the others inside the tower. It was some time before someone got to the factory.

"Ben! Are you there? Can you hear me?" asked Ulrich.

"Yea, I'm here. What's going on?" asked Ben.

"XANA. He launched an attack. He sent a specter after Odd and Aelita. It's just me and Yumi in the factory. Jeremie should be here any minute now," explained Ulrich.

"I know of the attack. I was fighting some Megatanks in the Ice sector when the tower next to me activated. I already got rid of William and five Tarantulas. There might be more on the way," said Ben. Back in the factory, the elevator doors opened, and Jeremie came out.

"I lost Aelita in the woods. Odd too. Yumi, go and look for them, will you? They may need some help. Where's Ben?" said Jeremie.

"On Lyoko," said Ulrich, as Yumi left. "He's already at the tower, got rid if some Tarantulas, and William."

"Already?" asked Jeremie, impressed.

"No. All that was done by the time Yumi and I got here." Jeremie lost his impressed face.

"Oh, well, may I have my seat back" asked Jeremie, while gesturing at the computer. Ulrich stepped aside, and Jeremie sat down. "BEN! Watch out!" he yelped as Ben was struck by a Megatank. He was devirtualized. "Great. We just lost our best player. Ben, now that you're back on Earth, will you go and search for Odd and Aelita?" he asked.

"Sure. Where did you last see them?" asked Ben.

"North-West corner of the woods," replied Jeremie.

"Got it," said Ben, and selected Big Chill. Nothing happened. He tried again. Nothing. "Broken. Stupid watch. I need a manual for this thing."

"_DNA FILES CORRUPT. PLEASE RECONNECT TO PRIMUS." _said the Omnitrix.

"Give me a break. How am I supposed to save my friends with you like this?"

"_FAIL-SAFE ACTIVATED. SDM IN T -5 D,"_ the Omnitrix said.

"SDM? Oh, no! Self-Destruct Mode! Jeremie!" yelled Ben.

"What?" he answered through the intercom.

"The Omnitrix is on Self-Destruct Mode. It'll blow in five days. We have to stop it," said Ben.

"What do we do then?" asked Jeremie.

"The DNA files are corrupted. We need to locate a new set so the Omnitrix can detect and shut down SDM."

"And if we fail?" asked Jeremie.

"The Omnitrix will gather power in these five days and let it all out. Jeremie, we have five days to stop it or else the whole universe will be destroyed by the Omnitrix. It almost happened to me five years ago."

"It's that powerful? Uh, I think I know what to do. Your alien DNA is already stored within the supercomputer from when I scanned the watch. If I can make a connection between the Omnitrix and my computer, SDM should shut down, right?" explained Jeremie.

"Don't know. Let's give it a shot," said Ben. Ben got to the lab room when Jeremie started working rapidly.

"_NEW CONNECTION DETECTED. INSERT PASSCODE" _said the Omnitrix.

"Ben Tennyson." said Ben.

"_INCORRECT. PLEASE TRY AGAIN."_

"Supercomputer" said Jeremie.

"_INCORRECT. PLEASE TRY AGAIN."_ Jeremie was out of ideas, when suddenly a page opened.

"This is incredible. Franz Hopper has come up with a program that alternates every passcode to… to 'Aelita'? He… he injected it to every webpage and electronic in existence. Anything with a passcode, you can now enter by simply placing 'Aelita' in it. This means…"

"AELITA" said Ben to the Omnitrix.

"_PASSCODE ACCEPTED. SDM SHUT DOWN. ALL ALIEN TRANSFORMATIONS NOW FUNCTIONAL. MASTER CONTROLL ENABLED. PREVIOUS ALIEN TRANSFORMATIONS AVAILABLE. TIMER SHUT DOWN. VOICE COMMAND ENABLED." _

"Thank you, Franz Hopper!" yelled Ben in happiness. "Uh… Who's Franz Hopper?"

"I'll explain later." Jeremie said. Ben shrugged.

"Omnitrix, XLR8!" Ben disappeared in the flash of green light, and the alien he had known long ago was in his place. "AWESOME! I have my previous aliens!"

"Which are?" asked Jeremie and Ulrich.

"Heatblast, Diamondhead, Fourarms, Wildmutt, XLR8, Ditto, Greymatter, Upgrade, Upchuck, Cannonbolt, Ghostfreak, Stinkfly, Wildvine, Eyeguy, Benwolf, Mummy, Viktor, Ripjaws, Waybig, and Meggawat." One by one, Ben changed into the forms he missed, except for Waybig. Both Jeremie and Ulrich were impressed by the newfound power Ben now has. "With this on Lyoko, and Earth, XANA now has no chance against us," said Ben. "Omnitrix, Big Chill." The watch complied, and Ben flew off, flying through the walls to find Odd and Aelita. He was flying over the woods, looking for either the specter or the other two. He landed on the ground near an abandoned house. "Ditto!" he multiplied himself, and faced the others. "Go and look for two kids being attacked by an electrical force. If you do find them, use the Omnitrix to alert us and we'll go help out. I need all of you at the location so I can change back, OK?" he told his copies.

"Got it," they all responded. They all went their own separate ways, each looking for Odd, Aelita and XANA's specter. Several went together, in fear of all losing each other by this hunt. Each Ditto kept an eye out for them, while at the same time exploring the woods. All the Dittos found nothing. Eventually, a group, consisting of three, went into the abandoned house. "Jackpot!" the three whispered excitedly. Inside, Aelita and Odd were getting electrocuted by the specter. One reached for the Omnitrix. "Ditto to Dittos. We found Odd and Aelita inside the abandoned house. Repeat, inside the abandoned house. We need you here ASAP. Like, SOS," said one, the apparent leader of the group. They watched helplessly as XANA got to do what he wanted for a long time. Most had already reunited outside, but some were still missing.

"What do we do now?" asked a Ditto copy.

"We wait for orders from Ditto," said another.

"Wait. Which Ditto so we take orders from?" asked another.

"I think that would be me!"

"No. I think that Ditto put me in charge, Ditto."

"STOP! I'm confused. If I remember correctly, we won't be able to turn back to Ben if all are not present. The best way to find the others if to injure ourselves." said one at the back. All murmured in agreement. The Ditto at the front climbed to the roof of the house.

"Here I go!" He jumped off, and landed headfirst. "OW!" he yelled, and so did the others. Their plan worked. They also heard a yell of pain not far from them.

"Hey! Over here! We're here!" they all yelled. Soon enough, the remaining Dittos came out of the forest, all rubbing their heads.

"HAHA! The plan worked!" one yelled, punching the air.

"What did you Dittos do?" asked Ditto. They all pointed to the one still on the floor.

"He jumped off this house," said Ditto.

"Right. Whatever, I can figure it out later. Fusion!" All the Dittos fused back to one, and Ben changed into Upchuck, and barged in.

"XANA! Let me friends go!" yelled Upchuck. XANA turned and faced him, and shot a bolt of electricity. Upchuck ate the bolt as if it were water, and spit it back at the specter. Upchucks electric slimespit hit the specter on the chest, and fell over. "HA! Upchuck is good!" Upchuck ran towards Odd and Aelita, made sure they were OK, and started to drag them out. The specter started to reform behind him, and he spit another slimespit at it, again hitting it. "I need someone to help me carry these two and fight off XANA. But of course! I do have someone that can help." Ben slapped the Omnitrix on his arm. "Echo-Echo!" quickly, he multiplied himself and picked up Odd and Aelita. A couple dozen had Odd, and another dozen had Aelita, while other two were behind them watching out for XANA. Echo-Echo came out through the back door of the home that belonged to no one.

"Door. It leads… sewer," croaked Odd.

"What door?" asked Echo-Echo. Odd pointed out the metal door, and Echo-Echo walked over to it, and opened it. "Well, what do you know? Door does go to the sewer. C'mon, Odd." Odd still needed some help after XANA's nemesis treatment, so Echo-Echo helped him on the way. As the three of then went down the stairs, XANA's specter appeared behind them, unnoticed. Slowly and quietly, XANA followed them. In several minutes, Echo-Echo, Odd and Aelita arrived at the factory. Inside the elevator, Ben changed out of his form. "Jeremie, think you can help me when the doors open?"

"Yeah. Why?" asked Jeremie.

"Aelita is unconscious, and Odd can barely walk." The doors opened, and Jeremie walked in and grabbed Odd. Once settled down in a corner, both Ben and Jeremie carried Aelita over next to Odd. "How long until she wakes up?" Ben asked.

"Hard to say. But without her, the tower can't be deactivated."

"Jeremie, I've had an idea. My Omnitrix is extremely powerful, so what if with it, I could be able to deactivate it myself?" Ben suggested.

"Sorry, Ben. But it doesn't work like that. You see, Aelita has the Keys to Lyoko, and with those Keys, she can override the towers and deactivate them. Only Aelita and Franz Hopper have the Keys." Jeremie explained.

"It was a long shot. But what if it were to work? Let's try it. Send me to Lyoko again."

"I'll take anything to stop XANA, so why not? Let's try it," said Jeremie. At that moment, the specter came up and shot Jeremie. Doing so distracted Ben, and the specter went to its dark, smoky figure and went inside the Omnitrix. Ben tried to get XANA out by waving and shaking his wrist, but it didn't work. The faceplate of the Omnitrix came up, and instead of the hourglass symbol, it had the eye of XANA. "Ben, where did XANA go?"

"He went inside the Omnitrix. He's sort of possessed it." Ben said, shakily. "If he learns to activate it, we might be done for. I have very powerful aliens here. Upgrade can destroy the system in a minute. Waybig could destroy this place by jumping…"

"OK, I get the picture. So, let's give your theory a try. At least while Aelita is still sleeping." Jeremie said. Ben got back into the elevator, and descended into the scanner room, and entered the scanner. "Transfer Ben. Scanner Ben. Virtualization!" For the second time that day, Ben went into the Ice sector.

"OK, XANA, you want a beat down? You'll get a beat down! Come and get me!" Ben yelled. If XANA heard, he didn't reply. The only thing he got was a Kankrelat. "This is your guard? This is easy work." Ben reached up to his watch, and slapped it down. Nothing. He tried again. Again, nothing. "C'mon! Not again! Please!"

"_NEW FILES DETECTED. RECALIBRATING. PLEASE HOLD." _

"Recalibrating? What's going on here?" the Omnitrix's faceplate just popped up and started to spin on its own, blinking blue.

"_RECALIBRATION COMPLETE." _

"You'd better work. Cause if not, I'm gonna…" Ben had started to speak while activating the Omnitrix. "Swampfire! Wait. What?"

"Ben, Ulrich is going to rendezvous with you. And I'm sending Yumi right now," Jeremie told Ben.

"Jeremie, something happened. I'm in the body of…"

"William!" Ulrich yelled. 'William' turned around, and was almost sliced in half if he hadn't sidestepped.

"Wait, no, Ulrich! It's me, Ben! XANA messed with the Omnitrix!" Ben yelled at him, but Ulrich didn't buy it. He kept attacking while Ben dodged.

"Ulrich! Heads!" yelled Yumi as she threw her fans, which hit 'William'. 'William' fell to the floor, and didn't even try to get up.

"Ulrich, who are you fighting? There aren't any monsters on my screen," Jeremie said.

"Your screens are broken, because William's right in front of me." Ulrich said.

"No, Ben is the only one in front of you. I'll run a scan anyways."

"But Ben can't turn to the form of William." Ulrich replied.

"Surprise! Believe it, because it's me." His voice was exactly that of William's. Ben made the Omnitrix time out, and explained to them all what happened. When he finished, Odd had appeared behind them. "Jeremie and I have a theory that I might be able to deactivate the tower."

"That's impossible. Only Aelita can do that," Odd said.

"Didn't you hear? I said might work," Ben replied. "And apparently I can take all of your forms." Ben showed them the holo-view. Ben now had all of XANA's monsters, including William, and the hero's forms.

"Hey, Ben, change to me, will ya?" Odd requested.

"Odd, there is no reason to." Ben answered.

"You always said you wanted to try out new things. So why not try walking in our shoes. Literally." Odd replied back, grinning.

"Fine. But if I do, I will need a name for it. All my transformations have nicknames." Ben responded.

"How about… Feline? Because I'm a cat, get it?" said Odd. He grinned at Ben.

"Well, why not? It does suit it." Ben said.

"Name mine Samurai," said Ulrich

"And mine Ninja. And Aelita's Guardian," said Yumi.

"What about William's transformation?" asked Ben. Everyone had a sour face just at the mention of William. William, their old… friend. Not so much seeing as he was no longer in control of his own body.

"Go to the tower. If you are right, you may be the only other person besides Aelita to deactivate the towers. I'll go with it. If Aelita is still out cold, you are our only hope." Yumi said.

"Not exactly. Aelita's stirring, but she's not up yet," explained Jeremie. "The tower should be North by North-West of your current location. And hurry up, XANA has sent a welcoming committee. Their waiting for you at the tower. Your friend is waiting."

"Friend? XANA?" asked Yumi.

"No. William," Jeremie said.

"I'll take care of him again. You take the rest, got it?" Ben told them. They all nodded their heads as their vehicle appeared.

"Transportation ready." Jeremie said. They all got on their proper vehicles, except for Ben.

"Yeah. You don't mind if I use William, do you? I just want to see if I got all his powers." Ben explained.

"I get it. You want to see how William can fare with himself, right?" Odd asked him.

"No, Odd. I just want to test how all of you do this on Lyoko. If not, what's the use? As a hero, I want to try on as many forms as possible." Ben explained.

"We understand, Ben. Go ahead. Just don't have your back to us or we might mistake you for the real William," Yumi told him. Ben nodded his head, and started to run in that direction. The rest followed suit on their vehicles. While running, Ben activated William's form in the Omnitrix. Once the formation was done, Ben made a deep growling.

"Argh! Warrior!" At first, he didn't have any control, but as soon as he willed the Omnitrix power over the form, he could. He wondered what had happened at that moment, but he would solve it later. He focused all his strength on one specific power, and he grunted it out. "Super Smoke!" His virtual body fell to the floor, dissolving into blackish-purple smoke. It took a while to control himself like that, but he managed. He headed towards the rest of the gang, and met up with them halfway towards the tower.

"So cool! I wish I had that watch." Odd said. Ben followed alongside them, weaving in and out from between the vehicles, floating behind and up front of them. The tower came up in view, and, sure enough, William was there, alone with several Tarantulas and Megatanks. When the real William saw the Super Smoke, he seemed perplexed. When they all reached the tower, and Ben went solid again, William, the real one, was completely confused at that point.

"It would seem that when XANA entered the Omnitrix, he left some residual digital dust behind, allowing the Omnitrix access to XANA's databases, where he also stores your digital DNA. And, by this, the Omnitrix could gain access to all your DNA, and allowing Ben the transformations of your digital avatars." Jeremie told them all. "The scan also allows you to turn into XANA himself! Though it's very risky." Jeremie told Ben.

"What are my chances if I do?" Ben asked back. Jeremie took a moment.

"You want the truth, nothing but the truth, and only the truth?" Jeremie asked Ben.

"Yes." Ben answered.

"None at all." Everyone took a look at Ben.

"Attack!" Everyone jumped. They had forgotten about William and the monsters. The Megatanks took horizontal attacks, while the Tarantulas fired at them. They took their defensive positions, while Ben suddenly took out a weapon similar to that of William's, all except for the Eye of XANA on the hilt. Both Ben and William charged at each other, and made an impact so hard that they both flew away from each other. Ben got up first, grabbed his weapon, and charged at William again. Ben tried to take a stab at William, but he just dissolved into smoke, and Ben followed suit. While Ben fought with William, the others had to fight the Megatanks and Tarantulas. One was already down, but others had come to replace it. By that time, Odd had already entered his Berserk Mode. With his Torrent of Blows, Odd alone took out more than half of the resisting force. Yumi and Ulrich fought together against the Tarantulas.

"Guys, Aelita just got up and she's already on Lyoko. She should be there in two minutes. Just keep fighting, OK?"

"I'll still be able to try my… our theory, right man?" Ben asked, still trying to avoid William's blows.

"Of course. I spoke to Aelita about it, and she agrees. We will most definitely give it a try." Odd came over to Ben.

"Does the great hero of an unknown universe need help against an enemy here?" Odd asked.

"Actually, yes. I do need some help here. Get ready with your Torrent of Blows, and when I tell you to shoot, you shoot. Understood?" Odd nodded his head in agreement. Ben ran to William, and both started exchanging hits with their weapons. They made strong waveblasts with every blow they took. When William came for a vertical swipe, Ben tried to cover it, but instead got their weapons knocked out of their hands. They both went for the blades, and both ran for each blade. With weapons back, one realized something was wrong.

"Hey! That's my blade!"

"No it's not! I've had this one since I found out I could change into each one of their forms."

"What? That's me! Odd, shoot William!"

Odd! Don't shoot! It's me, Ben!"

"Don't listen to him! Fire him instead!"

"Which is which?" yelled Odd.

"I'm Ben." Both said in unison. They glared at each other, and took another swipe. They both missed.

"Ben, can't you just change your form?" Ulrich yelled, blocking lasers from Tarantulas.

"Good idea." Nothing happened.

"I can't change out of form! Maybe it's because I don't have the Zweihander!" They gave each other a deadly glare, and did nothing else.

"Jeremie, some help here?" Odd asked.

"Sorry Odd. My screens are showing me the Omnitrix on both Ben and William. I can't tell which is which. You're on your own." In the factory, Jeremie was doing his best to find out who was who.

"I know! I'll ask some questions only the real Ben can answer. Ready?" Both William's nodded. "OK. What is the name of the first alien which we saw you in?"

"Swampfire." Again, both answered in unison.

"How did you appear here?"

"I fell through apparently an intra-dimensional portal." The William on the left answered. Odd aimed his arm at the one on the right. That William backed off a bit.

"How did I unlock my Berserk Mode?"

"The Scyphozoa had me, and you sort of broke when there was no way to get it away from me and taking over the watch." This time, the one on the right responded. Odd got confused there.

"Odd, I don't think those are working. And I think I know how to tell them apart. Remember the movie we were talking about?" Jeremie told Odd.

"Yeah, the one about enlightenment, right?"

"That's the one. I just found enlightenment." Jeremie hit a key, and the William to Odd's left started go glow. Immediately, that one was hit by an orb of pink energy, and was devirtualized. Aelita had been standing behind the two for a while, and was ready to take action if needed. Upon devirtualization of the real William, the weapon didn't go with him, but instead the weapon Ben was holding dissolved, and the weapon William had fell on the floor.

"Nice try, XANA. But we can take anything you throw at us." Aelita said to the glowing tower. She produced several Energy Fields, and sent them in the way of the open Megatanks and Tarantulas. The passage was open for a brief moment before some Krabs showed up behind them. "Ben, follow me!" Aelita gestured toward the tower, and both ran to it. At the base, Ben motioned for Aelita to go in first. She smiled at his kindness, and entered. Ben followed.

"How is this done?" Ben asked.

"Walk over to the center of the tower. You will float to the top. Do nothing until I reach the top platform," Aelita responded. Ben nodded, and nervously walked to the center of the bottom platform. Almost immediately, he was shrouded in a green hue, and was carried to the top. Ben saw the top floor coming straight at him, and he thought he would crash. "Backflip! Do a backflip!" Aelita yelled. Ben obliged at the moment, not wanting to crash on the second on the platform. He made his backflip, and landed on the platform. A moment later, Aelita joined him. The screen appeared, which made Ben jump. "You have to place your hand on the screen." Ben shakily lifted his hand, and at that moment, the faceplate for the Omnitrix rose.

"XANA." Ben whispered. The faceplate went down. A flash of black light came from the watch instead of the signature green, and standing in his place was the form of William. He raised his hand, and punched Aelita in the stomach. She fell off the platform, and into the abyss. Ben/William jumped as well, following Aelita.

"Guys! Get into the tower now! XANA activated the Omnitrix, has Ben possessed, and they just changed sector. I'll virtualize your vehicles now." The three heroes looked at each other, and took their vehicles upon virtualization.

"What do you think is XANA's plan now?" Odd asked.

"I don't know, but he might try to throw Aelita into the Digital Sea again, and we can't let that happen, so hurry up." Jeremie told them. They all nodded, and entered the tower, falling into the abyss. They came out in the Desert sector, and saw Ben riding a Manta, with Aelita under his foot. They all took to the air, and followed. Ben/XANA spotted them. Suddenly, more Mantas appeared behind Yumi, Odd and Ulrich, and were struck by their lasers. "Be careful! You're all down to 80 life points each." Odd grunted, and fired at the Mantas. Odd was struck again and again. He fell off his overboard, and crashed hard onto the desert below. Ulrich went down to help him, so that left Yumi and Ben alone in the skies. Yumi threw her fans, and missed by a matter in inches. Ben noticed the throw, took out his weapon, and threw a Shockwave at Yumi, which hit her in the waist, devirtualizing her instantly.

"NO!" Ulrich yelled, and threw one of his blades, spinning in the air, striking the Manta on its stomach. It shrieked, and exploded, dropping Aelita and Ben onto the desert below them. Aelita rolled on her side, staying still feet away from Ben. Ben/William/XANA got to his feet, and ran towards Ulrich, who had now gotten his second blade back. He barely had time to get ready when Ben came in for an attack. He managed to block the attack, though Ben's attack almost made him lose his balance. Ulrich reared up, and took a slash at Ben, who easily ducked under the blade, came up, and swiped at Ulrich. Ulrich looked down at the blade sticking through his stomach as he fell and was devirtualized.

"Oh no! Oh no, oh no!" Jeremie said through the mic, with only Odd hearing, with only Odd being their last salvation, with only Odd having 10 life points. "Odd! You have to take great care right now! You only have 10 life points."

"10 life points is more than enough," Odd said as a Hornet came from behind and devirtualized him.

"NO! AELITA!" Jeremie screamed. The elevator opened behind him, and Ulrich and Yumi stepped out.

"What's the status on Odd?" Yumi asked. Jeremie gave her a look of total loss.

"XANA won. Odd's been devirtualized by a Hornet." Both Yumi and Ulrich gasped as shock went through their bodies. Odd came up through the stairs.

"Sorry, guys. There wasn't anything I could do." He sounded sincere, as he stared at the metal floor. Just then, the screen went black.

"What's going on here?" Jeremie tried to turn it back on, without success. He jumped from the chair, and ran to the elevator. Odd, Yumi and Ulrich followed. The elevator took them down two flights, and as the elevator doors opened, the supercalculator rose up from its little room below. All the lights on it were off. They ran up to it, and Jeremie pressed a button, which released the power handle. He switched it. Nothing. He tried again. Nothing. "No, no, no, no, no! This can't be happening again!" He pumped the lever several more times before the computer restarted. Relief went through Jeremie. He was about to turn away when he saw the blinking light. "Oh, no," he whispered.

"What?" The three asked.

"The nuclear battery is almost dead."


End file.
